Amendment to Employment Agreement between NeoStem, Inc. and Dr. Robin L. Smith (January 26, 2007)
Summary
This amendment updates the employment agreement between NeoStem, Inc. and Dr. Robin L. Smith, extending her term as Chairman and CEO until December 31, 2010. It increases her base salary to $250,000 upon closing of the company's equity financing, with annual 10% increases. No cash bonus will be paid for 2007, and future bonuses will be determined at the end of 2007. If Dr. Smith is terminated without cause or resigns for good reason, she will receive two years of base salary as severance. She also acknowledges a stock option grant for 550,000 shares.
EX-10.1 2 a5323586ex101.txt NEOSTEM, INC. EXHIBIT 10.1 Exhibit 10.1 January 26, 2007 Dr. Robin L. Smith 930 Fifth Avenue Suite 8H New York, NY 10021 Dear Robin: This letter is being written to serve as an amendment to the employment agreement by and between you and NeoStem, Inc. (the "Company") dated as of May 26, 2006 pursuant to which you serve as the Company's Chairman of the Board and Chief Executive Officer (the "Agreement"). Except as set forth herein, your employment agreement shall remain unchanged. Initially capitalized terms used herein but not defined herein shall have the meaning set forth in the Agreement. 1. Base Salary. ----------- Upon the closing of the Company's current equity financing, your Base Salary shall be increased to $250,000. During the Term of the Agreement, your Base Salary shall be increased by 10% on each one year anniversary of the execution of this Amendment. 2. Cash and Stock Bonuses. ---------------------- No cash bonus shall be paid for 2007. Cash bonuses and stock awards under the Company's 2003 Equity Participation Plan shall be fixed at the end of 2007 for 2008, in an amount to be determined. 3. Term. ---- The Term of the Agreement is hereby extended until December 31, 2010. 4. Severance --------- Section 7(b)(i) of the Agreement is hereby amended to read in its entirety as follows: "(b) Termination of Your Employment by the Company Without Cause or Voluntary Termination by You With Good Reason. If the Company terminates your employment without Cause or if you terminate your employment with Good Reason the following shall apply: (i) The Company shall pay to you the Base Salary at the time of termination for a period equal to two years following the date of such termination (the "Severance Period"). You shall be under no obligation to secure alternative employment during the Severance Period, and payment of the Base Salary shall be made without regard to any subsequent employment you may obtain." 5. Acknowledgement of Stock Option Grant. ------------------------------------- You hereby acknowledge the grant to you on January 18, 2007 of an option under the EPP to purchase 550,000 shares of the Company's common stock, $.001 par value (the "Common Stock") at a per share exercise price equal to $.50 vesting as to (i) 250,000 shares upon the closing of the Company's current equity financing; (ii) as to 150,000 shares on June 30, 2007 and (iii) as to 150,000 shares on December 31, 2007; and shall otherwise be subject to all of the terms and conditions of the EPP. Except as provided in this letter agreement, the terms of the Employment Agreement shall remain unchanged. Very truly yours, NeoStem, Inc. By: /s/ Richard Berman Name: Richard Berman Title: Chair, Compensation Committee Accepted and Agreed: /s/ Robin Smith Robin Smith
